The board of directors must have at least three and no more than twelve directors, except where the company makes public offerings, in which case it may have up to 15 directors. These limits have apparently been imposed to ensure that decision-making is not too unwieldy a process.
Members of the board do not have to be shareholders of the company. However, no more than one-third of the members of the board may be non-shareholders. Therefore, in an SA having three directors, two directors would have to be shareholders, and only one could be a non-shareholder.
Appointment, term of office and revocation
The first directors must be designated in the articles of association or at the constituent general meeting.
During the life of the company, the directors are appointed by the ordinary general meeting. Every appointment of a director must be published with the RCCM.
Corporate bodies maybe appointed as directors. However, they must appoint a permanent representative to sit on the board during their term of office.
The term of office may not exceed six years during the life of the company, or two years in the case of appointment in the articles of association or by the constituent general meeting. The term of office is however renewable unless otherwise provided by the articles of association.
Powers
The board of directors has the widest possible powers to act in all circumstances in the name of the company. The board must however exercise these powers in accordance with the company’s purpose and without prejudice to such powers as are expressly attributed to the shareholders. In particular the board of directors has the following powers:
- To determine the company’s objectives and the manner in which its business is managed;
- To supervise the general manager; and
- To draw up the company’s accounts for each financial year.
The board of directors must also give its prior authorization if any bonds or guarantees are to be granted by the company to cover obligations of third parties.
The company is bound by any act of the board of directors.
Restrictions on number of offices held
A director may not at the same time be a member of more than five boards of directors in SAs having their registered offices in the territory of the same member state. This rule applies to both individuals acting in their own name and to permanent representatives of corporate bodies.
Co-option
If a vacancy arises on the board of directors, the board may co-opt a new director to fill the vacancy. If the number of directors falls below the minimum required by the articles of association, the board of directors must co-opt a new director or directors within three months.
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